PFC Board of Directors Meeting
Minutes for October 21, 2004

Attendance
Board Members: John Austin; Arun Mathur; Pete Schermerhorn; Howard Shapiro; Duane Thomas; Laurie White; Carol Collins, PFC General Manager. Absent: Larry Horvath
Julie Sverid, PFC Human Resources Director – facilitating meeting
Kathryn Sanderson, Member/Owner volunteer - recording minutes
Guest: Tish Shapiro, PFC Member/Owner

Call to order - 7:30pm by Julie

Consent Agenda – minutes and web minutes of the 9/23/04 meeting; Board self-monitoring reports G.7 Board Meetings, G.8 Cost of Governance, G.9 Board-Membership Communication, and M.4 Monitoring GM Performance. All Directors having reviewed and understood these materials, the consent agenda was approved.


Volunteer Policies Draft (Duane, Larry) – After review and discussion, the Board adopted new Ends policies E.3.1.1 Member volunteers feel that they are making a valuable contribution to PFC or to the community or both and E.3.1.2 Member volunteers feel they belong to a crucial, recognized, and appreciated subculture of PFC. These further define the organization’s commitment to increased volunteering expressed in E.3.1 Volunteering in the Cooperative Community. Policy L.1.9, prescribing how the GM must structure the volunteer program, was deleted. Revisions to L.7 Compensation and Benefits were rejected.

Member Linkage (Howard) – Howard began by suggesting three components for effective member linkage:
1. The Board must define what it needs to know and what questions to ask Members
2. It must facilitate communication - make it easy for Members
3. Directors must be enthusiastic and committed to the process for it to be successful
A list of points drawn from the ensuing discussion will be compiled for consideration at the November meeting.


2005 Board Budget Draft (Duane) – The Board considered proposed 2005 budget category totals and compared them to current year budget and expenditures. The Board will conclude discussion and formally approve its budget at the November meeting.


Desirable major PFC program, product, and service expansions (Carol, Duane) – Consideration of PFC’s proposed participation as a case study in a UM business school class. The Board voted 4-0 to put off participation until next year, with Laurie and Pete abstaining.


Audit Task Force Report (Pete) – Presentation of the first draft of a Board Audit Committee charter. A second draft, incorporating input from the Board, will be presented for approval at the November meeting.
Attendance –Larry’s absence was approved.


Next Meeting – Thursday, November 18, 2004, 7:30pm at Menlo Innovations (212 N. 4th Ave).


Adjournment – By acclamation at 9:40.

Respectfully submitted by John Austin, Board Secretary

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